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As filed with the Securities and Exchange Commission on November 13, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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H. J. Heinz Company
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0542520
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 Grant Street, Pittsburgh, Pennsylvania 15219
(Address of principal executive offices, including zip code)
H. J. Heinz Company
2000 Stock Option Plan
(Full title of the plan)
Laura Stein, Senior Vice President--General Counsel
H. J. Heinz Company
600 Grant Street
Pittsburgh, Pennsylvania 15219
(Name and address of agent for service)
412-456-5700
(Telephone, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share offering price fee
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<S> <C> <C> <C> <C>
H. J. Heinz Company Common
Stock, par value $.25 per share. 15,000,000(a) $42.125(b) $631,875,000(b) $166,815
</TABLE>
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(a) Pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement registers such indeterminate number of additional
shares as may become issuable pursuant to the anti-dilution provisions
contained in the Company's 2000 Stock Option Plan.
(b) Pursuant to rule 457(h) the proposed maximum aggregate offering price is
based upon $42.125 per share, the average of the high and low prices per
share of the Company's Common Stock on the New York Stock Exchange--
Composite Tape on November 7, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents By Reference
The following documents are incorporated herein by reference:
(a) H. J. Heinz Company Annual Report on Form 10-K for the fiscal year
ended May 3, 2000.
(b) H. J. Heinz Company Quarterly Report on Form 10-Q for the quarterly
period ended August 2, 2000.
(c) The description of H. J. Heinz Company's Common Stock contained in its
Registration Statement on Form 10 filed in 1945, as amended by an
amendment on Form 8 dated January 16, 1984.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the legality of the issuance of the
Company's Common Stock pursuant to the Company's 2000 Stock Option Plan (the
"Plan") have been passed upon by Laura Stein, Senior Vice President--General
Counsel of the Company. Ms. Stein is eligible to participate in the Plan.
2
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Item 6. Indemnification of Directors and Officers
The Company provides in Article Sixth of its Articles of Incorporation and
Article VII of its By-Laws for the limitation of the liability of the
Company's directors to the maximum extent permitted under Pennsylvania law
from time to time in effect. These provisions were approved by the Company's
shareholders on September 9, 1987 and were adopted as a result of the passage
of the Directors' Liability Act (an amendment to the Pennsylvania Judicial
Code) which became effective on January 27, 1987 (the "Act"). The Act permits
Pennsylvania corporations to eliminate, subject to shareholder approval of a
provision in a corporation's bylaws, the personal liability (including
liability to the corporation or to its shareholders) of directors for monetary
damages for a breach of, or a failure to perform, their duties as directors,
except to the extent their acts or omissions constitute self dealing, willful
misconduct or recklessness. The Act does not apply, however, to the
responsibility or liability of a director pursuant to any criminal statute or
to the liability of a director for the payment of taxes pursuant to local,
state or federal law.
In addition, the Company provides in Article Sixth of its Articles of
Incorporation and Article VIII of its By-Laws for the indemnification of the
Company's directors, officers and others who may be later designated by the
Board of Directors of the Company to the maximum extent permitted under
Pennsylvania law from time to time in effect with respect to proceedings based
on acts or omissions on or after January 27, 1987. These provisions were also
adopted in response to the Act, which provides that directors, officers and
other persons designated by the directors may be indemnified against
liabilities and expenses incurred in the performance of their duties subject
to the limitation that no indemnification may be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted self-dealing, willful misconduct or
recklessness. The Act has been repealed and provisions comparable to those
contained in the Act are now set forth in Subchapter B of Chapter 17 of the
Business Corporation Law of 1988, as amended (the "BCL"). Given that the
aforementioned provisions relating to indemnification incorporate the full
extent of indemnification permitted under Pennsylvania law as from time to
time in effect, such provisions would implement automatically any future
changes in the law which expand the scope of permissible indemnification of
the Company's directors and officers. However, any amendment or repeal of
these provisions would not limit the rights of directors or officers to be
indemnified with respect to acts or omissions which occurred prior to any such
change.
In connection with the adoption of Article VIII of the By-Laws relating to
indemnification, the Company retained Article IX (formerly Article VII) of its
By-Laws which provides for the indemnification of its present and former
directors, officers, and managerial employees to the fullest extent permitted
by and in accordance with the standards and procedures provided under
Subchapter D of Chapter 17 of the BCL unless such persons have received the
benefits of indemnification under Article VIII of the Company's By-Laws.
Subchapter D of the BCL sets forth comprehensive indemnification provisions
authorizing corporations to indemnify present and former directors, officers,
employees and agents against liabilities incurred in connection with their
service in such capacities. Under these sections of the BCL, such persons
could be indemnified only if (i) the director or officer was successful on the
merits of the suit or proceeding in respect of which indemnification was
sought or (ii) indemnification was ordered by a court or (iii) a determination
was made by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to the suit or proceeding, by independent
legal counsel or by the stockholders that the director or officer has acted in
good faith and in a manner he reasonably
3
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believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.
The Company is also authorized under Pennsylvania law, including the BCL,
its Articles of Incorporation (Article Sixth) and its By-Laws (Article VIII
and Article IX) to purchase insurance against such liabilities, whether or not
the Company would have the power to indemnify such person against such
liability by law or under the provisions of the Company's Articles of
Incorporation or By-Laws. The Company has obtained directors' and officers'
and fiduciary liability insurance against loss, within certain policy limits,
arising from any claim made against the Company's directors, officers, and
fiduciaries by reason of any wrongful act, as defined in such insurance
policies, in their respective capacities as directors or officers or as
fiduciaries under certain of the Company's employee benefit plans.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibits required to be filed pursuant to Item 8 of Form S-8 and Item 601 of
Regulation S-K are listed below and except as otherwise indicated below are
filed herewith as a part of this Registration Statement.
<TABLE>
<CAPTION>
Number Description
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<C> <S>
4 H. J. Heinz Company 2000 Stock Option Plan is incorporated herein by
reference to Appendix A to H. J. Heinz Company definitive proxy
statement dated August 4, 2000.
5 Opinion of Laura Stein, Esq., Senior Vice President--General Counsel
of the Company, as to legality of the Common Stock to be issued
pursuant to the 2000 Stock Option Plan.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Laura Stein is set forth in Exhibit 5.
24 Powers of Attorney.
</TABLE>
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
4
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(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
5
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on November 9, 2000.
H. J. HEINZ COMPANY
/s/ Paul F. Renne
By...................................
Paul F. Renne
Executive Vice President,
Chief Financial Officer and
Director
(Principal Financial Officer)
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on November 9, 2000.
<TABLE>
<CAPTION>
Signature Title
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<S> <C> <C>
William R. Johnson Chairman of the Board,
President, Chief
Executive Officer and
Director (Principal
Executive Officer)
Samuel C. Johnson Director
Donald R. Keough Director /s/ Laura Stein
Nicholas F. Brady Director By.........................
Edith E. Holiday Director Laura Stein
Candace Kendle Director Attorney-in-Fact
Mary C. Choksi Director
James M. Zimmerman Director
Leonard S. Coleman, Jr. Director
Dean R. O'Hare Director
Thomas J. Usher Director
</TABLE>
/s/ William J. Showalter
..........................................
William J. Showalter
Vice President and
Corporate Controller
(Principal Accounting Officer)
6
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EXHIBIT INDEX
Exhibits required to be filed pursuant to Item 8 of Form S-8 and Item 601 of
Regulation S-K are listed below and except as otherwise indicated below are
filed as a part of this Registration Statement. The exhibit numbers listed
below correspond to the exhibit numbers designated in Item 601 of Regulation
S-K.
<TABLE>
<CAPTION>
Number Description
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<C> <S>
4 H. J. Heinz Company 2000 Stock Option Plan is incorporated herein by
reference to Appendix A to the H. J. Heinz Company definitive proxy
statement dated August 4, 2000.
5 Opinion of Laura Stein, Esq., Senior Vice President--General Counsel
of the Company, as to legality of the Common Stock to be issued
pursuant to the 2000 Stock Option Plan.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Laura Stein is set forth in Exhibit 5.
24 Powers of Attorney.
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